Note: Listed by pick, team, player, position, and college. Underclassmen indicated by a single asterisk (*) for juniors and a double asterisk (**) for third-year sophomores.

33.New England (via Carolina) – Danny Watkins, OL, Baylor
The 26-year-old Canadian and former firefighter has the versatility and blue-collar work ethic that appeal to Bill Belichick.

34.Buffalo – Colin Kaepernick, QB, Nevada
After passing on the position in the first round, the Bills add an athletic quarterback, perfect for Chan Gailey to develop, with the arm strength to cut through the Buffalo winter wind.

35.Cincinnati – Mike Pouncey, OG/C, Florida
Pouncey has benefited from name recognition, but he isn’t the prospect his twin brother was, and I think he falls out of the first round.

36.Denver – Christian Ballard, DT/DE, Iowa
After passing on Dareus in the first round, John Fox addresses the team’s biggest need, defensive tackle.

37.Cleveland – Adrian Clayborn, DE, Iowa
Although regarded as one of the top overall prospects entering the year, a disappointing season saw Clayborn’s stock drop. He didn’t do himself any favors by not participating in the Senior Bowl. Concerns about the Erb Palsey in his right arm gained some legitimacy with the limited strength he displayed in the bench press despite his short arms. I believe Clayborn will fall out of the first, but his descent stops at Cleveland, where he is a nice value pick as the anchor end who can kick down inside in their new 4-3.

38.Arizona – Marcus Cannon, OL, TCU
I don’t see Arizona looking for a quarterback with any early picks in this draft. I think they are in the market for one of the veterans to compete in a very winnable division. Cannon has shocked people with his athleticism at his size and will bolster an Arizona line that needs help, whether he remains at tackle or slides inside to guard.

39.Tennessee – Akeem Ayers, OLB, UCLA*
Ayers bounced back from a disappointing combine with a solid pro day and his stock was rebounding, but questions of his football IQ could possibly drop him out of the first round again. I see this as his floor, and the Titans will be happy to plug his talent and versatility into a linebacking corps that needs to be more productive.

40.Dallas – Aaron Williams, CB, Texas*
There are some questions as to whether Williams will have to convert to safety at the next level, but Dallas can use help at both spots and will be happy to land him here if they don’t trade up for Patrick Peterson.

41.Washington – Ryan Williams, RB, Virginia Tech**
Jumping at the second tier of quarterbacks seems the natural move here, and I don’t know what Washington will do at quarterback if they don’t address it with one of these picks. However, Williams reminds me of Clinton Portis, and I bet Mike Shannahan sees the similarities as well.

42.Houston – Brandon Harris, CB, Miami*
A borderline first-round pick, it appears concerns about Harris’ size in a deep cornerback class will push him to the second, where the Texans will be ecstatic to find him.

43.Minnesota – Ras-I Dowling, CB, Virginia
Like the Cardinals, I believe the Vikings will look for veteran help at quarterback and chose to plug holes elsewhere on a roster that can compete for a playoff spot. The team had already seen plenty of film on Dowling coming into this season after selecting his former collegiate teammate, CB Chris Cook, last year.

44.Detroit – Martez Wilson, LB, Illinois*
After blowing up at the combine, Wilson had a less impressive pro day. Because of concerns about his neck, he likely falls out of the first round. But he could help fill a position in transition for the Lions with his versatility and athleticism.

45.San Francisco – Christian Ponder, QB, Florida State
After failing to land a top quarterback with their first pick, I can see Jim Harbaugh looking for an alternative to QB Alex Smith, perhaps getting a bargain with a system quarterback who has some upside, like Ponder or Andy Dalton.

46.Denver (via Miami) – Rahim Moore, FS, UCLA*
The top-rated safety in a weak class at the position is a nice fit here for the Broncos, who have a glaring need at the position.

47.St. Louis – Jonathan Baldwin, WR, Pittsburgh*
I previously mocked Baldwin as the last pick of the first round, so this is quite a drop. But he would make a nice consolation prize for the Rams when they miss out on Julio Jones with their first pick. They should have plenty of good options at the position even if Baldwin is gone.

48.Oakland – Davon House, CB, New Mexico State
House has nice measurables that will catch owner Al Davis’ eye as he looks to replace Nnamdi Asomugha.

49.Jacksonville – Ben Ijalana, OL, Villanova
The versatile small school prospect is a nice fit to bolster Jacksonville’s offensive line.

50.San Diego – Jabaal Sheard, DE/OLB, Pittsburgh
Sheard emerged from the shadow of injured teammate Greg Romeus in 2010 to be the Big East Defensive Player of the Year. A bit undersized to play with his hand on the ground at the next level, he has intriguing potential to become a 3-4 pass-rushing outside linebacker.

51.Tampa Bay – Bruce Carter, OLB, North Carolina
Expected to be a first-round pick before blowing out his ACL late in the season, Carter could be a steal here.

52.New York Giants –Mikel LeShoure, RB, Illinois*
A value pick here for GM Jerry Reese, who would have a new power back to replace Brandon Jacobs.

54.Philadelphia – Johnny Patrick, CB, Louisville
If they don’t address the position in the first round, they likely will here—or at least pick the best value between corner and linebacker. The unheralded Patrick doesn’t get much press, but he is a second-round talent.

55.Kansas City – Torrey Smith, WR, Maryland*
Hands will keep the speedy Smith out of the first round, but his speed will help open things up for Dwayne Bowe.

56.New Orleans – Quan Sturdivant, ILB, North Carolina
Sturdivant may be a bit of a reach here, but the Saints will be looking to improve their linebacking corps early in the draft.

57.Seattle – Curtis Brown, CB, Texas
Lots of needs could be addressed here, especially if Seattle goes with a quarterback in round one.

58.Baltimore – James Carpenter, OT, Alabama
The top of tier two among pure offensive tackle prospects, Carpenter would be another nice steal for the Ravens.

59.Atlanta – Allen Bailey, DL, Miami
The Falcons need to address defensive end somewhere early in the draft. A freakish athlete, Bailey has struggled to translate that to success on the field, but he could sneak into the second on potential alone.

60.New England – Randall Cobb, WR, Kentucky*
A strong post-season has the stock of the versatile Cobb rising. He’s a great fit in many roles, including replacing the aging Kevin Faulk as the Patriots’ check-down option.

61.San Diego (via New York Jets) – Titus Young, WR, Boise State
The wide receiver situation remains a bit uncertain in San Diego.

62.Chicago – Leonard Hankerson, WR, Miami
Hankerson’s post-season should push him into the second round, and GM Jerry Angelo loves players from The U.

63.Pittsburgh – Jason Pinkston, OL, Pittsburgh
Although a collegiate tackle, Pinkston has more upside as a guard, but his flexibility is a bonus on an offense with a lot of questions up front.

64.Green Bay – DeMarco Murray, RB, Oklahoma
Despite their overall success after losing starting back Ryan Grant for the season, the running game was inconsistent and needs some help, even with Grant returning.